An annual review is not busywork. It reduces risk, keeps corporate records and filings current, ensures contracts reflect how you actually do business, and uncovers minor issues before they become expensive problems. Treat this as a repeatable process you run every year or whenever your business changes materially.
What to check
- Annual reports and filings — Confirm your state annual report is filed and up to date.
- Ownership and officers — Reconcile officer, director, member, and shareholder records with what’s on file at the Secretary of State.
- Corporate minutes and resolutions — Ensure minutes for major decisions are recorded and that required resolutions exist for loans, capital changes, or officer appointments.
- Tax and accounting coordination — Ensure legal changes are communicated to your accountant for year-end filings
Why it matters – Keeping these items current preserves limited liability protections and avoids administrative penalties.
Contract Review
- Expirations and renewals — Identify contracts with upcoming expirations or automatic renewals and calendar notice deadlines.
- Key risk provisions — Revisit indemnities, limitation of liability, warranty language, and insurance requirements.
- Change in business operations — Update contracts that no longer match how you deliver products or services.
- Assignment and change-of-control clauses — Confirm you can assign or transfer rights if you sell or reorganize.
- Termination and dispute resolution — Check notice periods, cure windows, and governing law to avoid surprises in a dispute.
Insurance and risk
- Confirm policy limits and named insureds match current operations.
- Verify insurance certificates from key vendors and subcontractors.
Employment and contractors
- Reconfirm worker classification and update independent contractor agreements where applicable.
- Ensure offer letters and noncompete or nondisclosure agreements reflect current roles and state law.
Year‑End Legal Checklist
- Entity compliance — Annual report filed; registered agent confirmed; officer and member records reconciled.
- Contracts — Inventory completed; expirations flagged; high-risk contracts focused on.
- Insurance — Policies reviewed; certificates collected from vendors.
- Employment — Classifications reviewed; contractor agreements updated.
- Corporate records — Minutes updated.
I’m happy to review these with you and make sure all your corporate legal needs are in order for the new year.